Finalisation Announcement in respect of the Scheme
UNICORN CAPITAL PARTNERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1992/001973/06)
Share code: UCP
(“UCP” or “the Company”)
(Incorporated in the Republic of South Africa)
(Registration number 2006/022534/06)
Share code: AFT
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME
UCP shareholders are referred to the various announcements by UCP and Afrimat, regarding
an offer by Afrimat to acquire all the ordinary shares in UCP not already held by Afrimat (or by
its subsidiaries) or by subsidiaries of UCP, by way of a scheme of arrangement (“Scheme”)
in terms of section 114 of the Companies Act, No. 71 of 2008 (“Companies Act”) and to the
circular, detailing the Scheme, which was distributed to UCP shareholders on 9 September
As previously announced, all resolutions required to authorise and implement the Scheme,
were approved by UCP Shareholders at the Company’s general meeting on 9 October 2020.
Capitalised terms used below and that are not otherwise defined, bear the meanings ascribed
to them in the Circular.
UCP and Afrimat are pleased to announce that all remaining conditions precedent to the
Scheme, as detailed in the Circular, have now been fulfilled or, where applicable, waived, and
that the Scheme has, accordingly, become unconditional.
Shareholders are advised of the following important dates and times in respect of the
implementation of the Scheme:
Scheme Finalisation Date Tuesday, 1 December
Scheme Finalisation Date announcement released on SENS, by 11:00 Tuesday, 1 December
Scheme Finalisation Date announcement published in the South African Wednesday, 2 December
Scheme LDT in UCP Shares on Tuesday, 8 December
Trading in UCP Shares on the JSE suspended from commencement of Wednesday, 9 December
Listing of maximum number of Consideration Shares Wednesday, 9 December
Trading in the Consideration Shares to commence on Wednesday, 9 December
Announcement in respect of the cash value of fractional entitlements Thursday, 10 December
applicable to the Scheme, by 11:00 on
Scheme Consideration Record Date to be recorded in the Register in Friday, 11 December
order to receive the Scheme Consideration on
Scheme Implementation Date on Monday, 14 December
Issue of Consideration Shares to take place on Monday, 14 December
Termination of listing of UCP Shares on the JSE at commencement of Tuesday, 15 December
trade on or about
1. No dematerialisation or rematerialisation of UCP Shares may take place between the commencement of
business on Wednesday, 9 December 2020 (being the first Business Day following the Scheme LDT) and the
Scheme Consideration Record Date of Friday, 11 December 2020.
2. All times referred to in this Circular are references to South African Standard Time.
It is recorded that UCP has received written demands in respect of, in aggregate, 34 442 819
UCP ordinary shares (comprising approximately 2.95% of UCP’s total issued share capital) in
terms of, or purportedly in terms of, section 164(7) of the Companies Act. The appraisal rights
process will be followed, to the extent applicable and required, in accordance with section 164
of the Companies Act, and will not affect the implementation of the Scheme.
The independent board of UCP accepts responsibility for the information contained in this
announcement which relates to UCP and confirms that, to the best of its knowledge and belief,
such information which relates to UCP is true and this announcement does not omit anything
likely to affect the importance of such information.
The board of directors of Afrimat accepts responsibility for the information contained in this
announcement which relates to Afrimat and confirms that, to the best of its knowledge and
belief, such information which relates to Afrimat is true and this announcement does not omit
anything likely to affect the importance of such information.
1 December 2020
Transaction Advisor to Afrimat and Transaction Sponsor
Transaction Advisor to UCP
Sponsor to UCP
Questco Corporate Advisory
Date: 01-12-2020 10:30:00
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